Common use of Conversion/Continuation Options Clause in Contracts

Conversion/Continuation Options. (a) (i) The Borrower may elect (x) at any time on any Business Day to convert BaseRate Term Loans or any portion thereof to Term SOFR Term Loans or (y) at the end of any InterestPeriod, to convert such Term Loan into a Base Rate Term Loan, and (ii) the Borrower may elect at theend of any applicable Interest Period, to continue Term SOFR Term Loans or any portion thereof for anadditional Interest Period; provided, however, that in the case of clause (i) above the aggregate amountof the Term SOFR Term Loans, for each Interest Period shall not be less than $2,000,000 (in the case ofBase Rate Term Loans) or $5,000,000 (in the case of Term SOFR Term Loans). Each conversion orcontinuation shall be allocated among the Term Loans of each Lender in accordance with such Lender’sRatable Portion. Each such election shall be in substantially the form of Exhibit G and shall be made bygiving the Agent prior written notice by 12:00 noon (New York City time) at least three Business Daysin advance specifying (A) the amount and type of Term Loan being converted or continued, (B) in thecase of a conversion to or a continuation of Term SOFR Term Loans, the applicable Interest Period and(C) in the case of a conversion, the date of such conversion.(b) The Agent shall promptly notify each applicable Lender of its receipt of anInterest Election Request and of the options selected therein. Notwithstanding the foregoing, no (i)conversion in whole or in part of Base Rate Term Loans to Term SOFR Term Loans, or (ii) continuationin whole or in part of Term SOFR Term Loans upon the expiration of any applicable Interest Period, ineach case, shall be permitted at any time at which (A) an Event of Default shall have occurred and becontinuing and the Agent or the Required Lenders shall have determined not to permit such continuationor conversion or (B) the continuation of, or conversion into, a Term SOFR Term Loan would violate anyprovision of Section 2.14(b). If, within the time period required under the terms of this Section 2.12, theAgent does not receive an Interest Election Request from the Borrower containing a permitted election tocontinue any Term SOFR Term Loans for an additional Interest Period or to convert any such TermLoans, then, upon the expiration of the applicable Interest Period, Term Loans shall be automaticallyconverted into Base Rate Term Loans. Each Interest Election Request shall be irrevocable.SECTION 2.13

Conversion/Continuation Options. (a) (i) The Borrower may elect (x) at any time on any Business Day to convert BaseRate Term Loans or any portion thereof to Term Eurocurrency RateTerm SOFR Term Loans or (y) at the end of endof any InterestPeriodInterest Period, to convert such Term Loan into a Base Rate Term Loan, and (ii) the Borrower may Borrowermay elect at theend the end of any applicable Interest Period, to continue Term Eurocurrency RateTerm SOFR Term Loans TermLoans or any portion thereof for anadditional an additional Interest Period; provided, however, that in the case of clause ofclause (i) above the aggregate amountof amount of the Term Eurocurrency RateTerm SOFR Term Loans, for each Interest eachInterest Period shall not be less than $2,000,000 (in the case ofBase of Base Rate Term Loans) or $5,000,000 (in the inthe case of Term Eurocurrency RateTerm SOFR Term Loans). Each conversion orcontinuation or continuation shall be allocated beallocated among the Term Loans of each Lender in accordance with such Lender’sRatable Lender’s Ratable Portion. .Each such election shall be in substantially the form of Exhibit G and shall be made bygiving by giving the Agent prior Agentprior written notice by 12:00 noon (New York City time) at least three Business Daysin advance specifying Days in advancespecifying (A) the amount and type of Term Loan being converted or continued, (B) in thecase the case of a conversion aconversion to or a continuation of Term Eurocurrency RateTerm SOFR Term Loans, the applicable Interest Period and(CInterestPeriod and (C) in the case of a conversion, the date of such conversion.(b) The Agent shall promptly notify each applicable Lender of its receipt of anInterest Election Request and of the options selected therein. Notwithstanding the foregoing, no (i)conversion in whole or in part of Base Rate Term Loans to Term Eurocurrency RateTerm SOFR Term Loans, ,or (ii) continuationin continuation in whole or in part of Eurocurrency Rate Term SOFR Term Loans upon the expiration theexpiration of any applicable Interest Period, ineach in each case, shall be permitted at any time at which (A) an Event anEvent of Default shall have occurred and becontinuing be continuing and the Agent or the Required Lenders shall have shallhave determined not to permit such continuationor continuation or conversion or (B) the continuation of, or conversion intoconversioninto, a Term Eurocurrency RateTerm SOFR Term Loan would violate anyprovision any provision of Section 2.14(b). If, ,within the time period required under the terms of this Section 2.12, theAgent the Agent does not receive an Interest anInterest Election Request from the Borrower containing a permitted election tocontinue any Term to continue anyEurocurrency RateTerm SOFR Term Loans for an additional Interest Period or to convert any such TermLoans, then, upon the expiration of the applicable Interest Period, Term Loans shall be automaticallyconverted into Base Rate Term Loans. Each Interest Election Request shall be irrevocable.SECTION 2.13

Conversion/Continuation Options. (a) (i) The Borrower may elect (x) at any time on any Business Day to convert BaseRate Term Loans or any portion thereof to Term SOFR Term Loans or (y) at the end of any InterestPeriod, to convert such Term Loan into a Base Rate Term Loan, and (ii) the Borrower may elect at theend of any applicable Interest Period, to continue Term SOFR Term Loans or any portion thereof for anadditional Interest Period; provided, however, that in the case of clause (i) above the aggregate amountof the Term SOFR Term Loans, for each Interest Period shall not be less than $2,000,000 (in the case ofBase Rate Term Loans) or $5,000,000 (in the case of Term SOFR Term Loans). Each conversion orcontinuation shall be allocated among the Term Loans of each Lender in accordance with such Lender’sRatable Portion. Each such election shall be in substantially the form of Exhibit G and shall be made bygiving the Agent prior written notice by 12:00 noon (New York City time) at least three Business Daysin advance specifying (A) the amount and type of Term Loan being converted or continued, (B) in thecase of a conversion to or a continuation of Term SOFR Term Loans, the applicable Interest Period and(C) in the case of a conversion, the date of such conversion.(b) The Agent shall promptly notify each applicable Lender of its receipt of anInterest Election Request and of the options selected therein. Notwithstanding the foregoing, no (i)conversion in whole or in part of Base Rate Term Loans to Term SOFR Term Loans, or (ii) continuationin whole or in part of Term SOFR Term Loans upon the expiration of any applicable Interest Period, ineach case, shall be permitted at any time at which (A) an Event of Default shall have occurred and becontinuing and the Agent or the Required Lenders shall have determined not to permit such continuationor conversion or (B) the continuation of, or conversion into, a Term SOFR Term Loan would violate anyprovision of Section 2.14(b). If, within the time period required under the terms of this Section 2.12, theAgent does not receive an Interest Election Request from the Borrower containing a permitted election tocontinue any Term SOFR Term Loans for an additional Interest Period or to convert any such TermLoans, then, upon the expiration of the applicable Interest Period, Term Loans shall be automaticallyconverted into Base Rate Term Loans. Each Interest Election Request shall be irrevocable.SECTION 2.13irrevocable.-62-

Conversion/Continuation Options. (a) Borrowers may elect from time to time to convert any of their outstanding Loans to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) The Borrower may elect (x) at with respect to any time on any Business Day such conversion of a LIBOR Rate Loan to convert BaseRate Term Loans or any portion thereof to Term SOFR Term Loans or (y) at the end of any InterestPeriod, to convert such Term Loan into a Base Rate Term Loan, and an Authorized Officer of Parent, on behalf of Borrowers, shall give Administrative Agent at least two (ii2) the Borrower may elect at theend Business Days prior written notice of any applicable Interest Period, to continue Term SOFR Term Loans or any portion thereof for anadditional Interest Period; provided, however, that in the case of clause (i) above the aggregate amountof the Term SOFR Term Loans, for each Interest Period shall not be less than $2,000,000 (in the case ofBase Rate Term Loans) or $5,000,000 (in the case of Term SOFR Term Loans). Each conversion orcontinuation shall be allocated among the Term Loans of each Lender in accordance with such Lender’sRatable Portion. Each such election shall be in substantially the form of Exhibit G J, and such conversion shall only be made bygiving on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, an Authorized Officer of Parent, on behalf of Borrowers, shall give Administrative Agent at least three (3) LIBOR Business Days prior written notice by 12:00 noon (New York City time) at least three Business Daysin advance specifying (A) of such election in the amount form of Exhibit J and type of Term Loan being converted or continued, (B) in thecase of a conversion to or a continuation of Term SOFR Term Loansthe Interest Period requested for such Loan, the applicable Interest Period and(C) principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000.00 or an integral multiple of $100,000.00 in excess thereof and, after giving effect to the case of a conversion, the date making of such conversion.(b) The Agent shall promptly notify each applicable Lender of its receipt of anInterest Election Request and of the options selected therein. Notwithstanding the foregoingLoan, no (i)conversion in whole or in part of Base Rate Term Loans to Term SOFR Term Loans, or (ii) continuationin whole or in part of Term SOFR Term Loans upon the expiration of any applicable Interest Period, ineach case, there shall be permitted no more than six (6) LIBOR Rate Loans outstanding at any time at which one time; and (Aiii) an no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default shall have has occurred and becontinuing and the Agent is continuing. All or the Required Lenders shall have determined not to permit such continuationor conversion or (B) the continuation of, or conversion into, a Term SOFR Term Loan would violate anyprovision of Section 2.14(b). If, within the time period required under the terms of this Section 2.12, theAgent does not receive an Interest Election Request from the Borrower containing a permitted election tocontinue any Term SOFR Term Loans for an additional Interest Period or to convert any such TermLoans, then, upon the expiration part of the applicable Interest Periodoutstanding Loans of any Type may be converted as provided herein, Term provided that each partial conversion shall result in a Base Rate Loan in a principal amount of not less than $500,000.00 or an integral multiple of $100,000.00 in excess thereof or a LIBOR Rate Loan in a principal amount of not less than $500,000.00 or an integral multiple of $100,000.00 in excess thereof. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentages of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be automaticallyconverted into Base Rate Term Loans. Each Interest Election Request shall be irrevocableirrevocable by Borrowers.SECTION 2.13

Conversion/Continuation Options. (a) Borrowers may elect from time to time to convert any of their outstanding Loans to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) The Borrower may elect (x) at with respect to any time on any Business Day such conversion of a LIBOR Rate Loan to convert BaseRate Term Loans or any portion thereof to Term SOFR Term Loans or (y) at the end of any InterestPeriod, to convert such Term Loan into a Base Rate Term Loan, and an Authorized Officer of Parent, on behalf of Borrowers, shall give Administrative Agent at least two (ii2) the Borrower may elect at theend Business Days prior written notice of any applicable Interest Period, to continue Term SOFR Term Loans or any portion thereof for anadditional Interest Period; provided, however, that in the case of clause (i) above the aggregate amountof the Term SOFR Term Loans, for each Interest Period shall not be less than $2,000,000 (in the case ofBase Rate Term Loans) or $5,000,000 (in the case of Term SOFR Term Loans). Each conversion orcontinuation shall be allocated among the Term Loans of each Lender in accordance with such Lender’sRatable Portion. Each such election shall be in substantially the form of Exhibit G F, and such conversion shall only be made bygiving on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, an Authorized Officer of Parent, on behalf of Borrowers, shall give Administrative Agent at least three (3) LIBOR Business Days prior written notice by 12:00 noon (New York City time) at least three Business Daysin advance specifying (A) of such election in the amount form of Exhibit F and type of Term Loan being converted or continued, (B) in thecase of a conversion to or a continuation of Term SOFR Term Loansthe Interest Period requested for such Loan, the applicable Interest Period and(C) principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000.00 or an integral multiple of $100,000.00 in excess thereof and, after giving effect to the case of a conversion, the date making of such conversion.(b) The Agent shall promptly notify each applicable Lender of its receipt of anInterest Election Request and of the options selected therein. Notwithstanding the foregoingLoan, no (i)conversion in whole or in part of Base Rate Term Loans to Term SOFR Term Loans, or (ii) continuationin whole or in part of Term SOFR Term Loans upon the expiration of any applicable Interest Period, ineach case, there shall be permitted no more than ten (10) LIBOR Rate Loans outstanding at any time at which one time; and (Aiii) an no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default shall have has occurred and becontinuing and the Agent is continuing. All or the Required Lenders shall have determined not to permit such continuationor conversion or (B) the continuation of, or conversion into, a Term SOFR Term Loan would violate anyprovision of Section 2.14(b). If, within the time period required under the terms of this Section 2.12, theAgent does not receive an Interest Election Request from the Borrower containing a permitted election tocontinue any Term SOFR Term Loans for an additional Interest Period or to convert any such TermLoans, then, upon the expiration part of the applicable Interest Periodoutstanding Loans of any Type may be converted as provided herein, Term provided that each partial conversion shall result in a Base Rate Loan in a principal amount of not less than $500,000.00 or an integral multiple of $100,000.00 in excess thereof or a LIBOR Rate Loan in a principal amount of not less than $500,000.00 or an integral multiple of $100,000.00 in excess thereof. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentages of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be automaticallyconverted into Base Rate Term Loans. Each Interest Election Request shall be irrevocableirrevocable by Borrowers.SECTION 2.13